Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 7, 2012, Ming Him (Kenny) Chan resigned from the Board of Directors (the "Board") of Dialogic Inc. (the "Company"), including from his memberships on the committees of the Board, effective June 11, 2012. Mr. Chan's resignation was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices, or regarding the general direction of the Company.

On June 11, 2012, Giovani Richard Piasentin was elected by the Board to serve as a member of the Board and the Compensation Committee of the Board. In connection with his election to the Board, the Board granted Mr. Piasentin a restricted stock unit award (the "RSU") for such number of shares of the Company's common stock as is determined by dividing $180,000 by the closing price of the Company's common stock as quoted on the NASDAQ Global Market on June 11, 2012, rounded down to the nearest whole share, pursuant to the Company's Amended and Restated 2006 Equity Incentive Plan. The RSU will vest in equal monthly installments over three years from the date of grant.

In accordance with the Company's current director compensation policy, as an independent Board member, Mr. Piasentin will initially be entitled to an annual retainer of $45,000 for service as a Board member and an annual retainer of $7,500 for service as a member of the Compensation Committee of the Board. In May 2012, the Board approved new director compensation arrangements for independent directors to be effective beginning July 1, 2012, under which Mr. Piasentin will thereafter be entitled to an annual retainer of $60,000 for service as a Board member and an annual retainer of $10,000 for service as a member of the Compensation Committee of the Board. Subject to Board approval, Mr. Piasentin will also be entitled to receive an annual RSU grant covering a number of shares having, on the date of grant, a fair market value equal to $90,000, and vesting over one year.

In addition, the Company expects to enter into a standard indemnity agreement with Mr. Piasentin, which will provide, among other things, that the Company will indemnify him, under the circumstances and to the extent provided for therein, for expenses, damages, judgments, fines and settlements he may be required to pay in actions or proceedings which he is or may be made a party by reason of his position as a director of the Company, and otherwise to the fullest extent permitted under Delaware law and the Company's Bylaws.

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